Players Network Inc. (fka PNTV)

[lesgetrich]

1. Toxics never hold shares. They sell to retail first, then cover from the company at a known (discounted) cost. The 5% cap is meaningless.

LOL They'd have to convert and sell 833 million shares at $.003/share just to recoup their investment. Do you really think they'd invest $2.5 million with the intent to immediately cash in on the discount? How long do you think the pps would stay at $.003 if they did that? They're obviously investing long term with the intent to hold on and get repaid from revenues and/or a much higher pps.

2. If only $150k is used to pay off debt, they still have $2 million in liabilities. Should any of those owed money decide to sue, I'm not sure their agreement would be able to protect those funds. In addition to this toxic debt, they'll likely need more for non GLF expenditures, which remain high.

Based on yesterday's financials, their debt is closer to $1 million, most of it in smaller denomination convertible promissory notes/debentures with different due dates. A common theme among all of them seems to be a limitation on the number of shares issued/converted (they can't exceed 4.9% of outstanding shares). This keeps most of them from actually being executed at the current pps. This gives management a lot of leverage to renegotiate the terms when the notes are due. Management has been very skillful so far in either paying off the notes as they became due or renegotiating the terms. At this stage I believe most of the lenders would rather let the loans ride in hopes that GLF gets off the ground and produces real revenue and boosts the pps than force a default and realize a loss. Nevertheless, I agree that this should be the main source of concern for shareholders.

3. No, it's 20% of REVENUE PLUS 20% of GROSS INCOME from GLF. Assuming that there's a 50% gross margin (quite high, but let's be generous), for every $100 of revenue, $50 goes to costs of production and $30 goes to the lender to pay down the debt, leaving $20 for PNTV.
If Gross Margin is lower, it's less than $20.

You've got this one wrong. In your example using $100 of revenue and $50 cost, RxMM, the lender, would get 20% of $50 or $10 not $30. PNTV would get $40 from that $100 transaction. From the Definitive Funding Agreement...

PNTV 8-K

a. Upon closing the Transaction of the full investment based on the Investment Schedule (Exhibit A) until such time the Debenture is converted or paid off, RxMM will be entitled 20% of all Adjusted Gross revenue and 20% of the Gross Income generated by the Company through any of its medical marijuana holdings or its Media Platform or others sources as determined by PNTV. Revenues include but are not limited from; Green Leaf Farms Holdings (GLFH), Weed TV or any other platform licensee. Excluded from such Revenues are the potential settlement from PNTV’s Comcast lawsuit and any professional and/or management services. The Adjusted Gross Revenue is defined as all revenues after deduction of the direct cost associated with the good and services and commissions, but before taxes. If the note is partially paid off, the percentage of revenue shares will be pro-rated and reduced to represent the percentage of revenue sharing based on the balance of the note.

...furthermore...

e. The Gross Income is defined as 100% of all the money distributed to Company by any of it subsidiaries. For Example; if the company is distributed $1,000,000 in Gross Income through any of its subsidiaries to the Company, the investor will receive $200,000 of that Income.

As a subsidiary, all costs attributable to the subsidiary (e.g. GLF) would be subtracted before any distribution is made to the parent company. In other words, the lender would get 20% of GLF's net profit.

Keep in mind, they have received very little of the funds yet and they are paid out over a period of time.

As of yesterday's 10-Q, $185,000 of the RxMM debenture has been collected by PNTV. From the 10-Q...

On August 15, 2016, the Company entered into a definitive funding agreement with one of these investment groups that sets the provisions for a total of $2,500,000 to be invested into Players Network in the form of a convertible note, of which a total of $185,000 has already been advanced. An additional $315,000 is to be invested within the following 30 days on a “best efforts” basis, with an additional $2,000,000 on a mutually agreed drawn down schedule on a “best efforts” basis.